Exhibit 10.5


 





		
        Cancer Prevention Pharmaceuticals,
        Inc.

        1760 E. River Road, Suite
        250

        Tucson, AZ 85718

        Phone: 520-908-7774








 


January 20, 2011


 


Jeffrey Jacob


 


Dear Jeffrey:


 


It is our pleasure to offer you employment at Cancer
Prevention Pharmaceuticals, Inc. (CPP) as Chief Executive Officer for the Company. Your place of work will be the CPP headquarters
at 1760 E. River Road, Suite 250, Tucson, AZ 85718 beginning January 24, 2011. The following outlines the key elements of your
employment:


 


		1.	Salary; Equity Awards



 


Your starting annual salary will be $60,000.00 payable
in bi-weekly installments and subject to deductions for taxes and other withholdings as required by law and the polices of the
Company.


 


Your annual salary will be subject to adjustment based
on an annual review of your performance during the previous year, the Company’s overall performance during that year, and
the Company’s policy then in effect for salary adjustments. The first review of your performance and annual salary will occur
at the end of the Company’s fiscal year following the first full year of employment.


 


Management will recommend to the Company’s board
that you be granted stock options under CPP’s Stock Option Plan, the amount of exercise price and vesting schedule of which
will be presented to the Company’s Board of Directors for consideration and approval.


 


		2.	Benefits



 


You will be eligible to participate in the Company’s
benefit programs. These programs include:


 


		a.	Medical, dental, and vision insurance for you and your dependents, which may require a modest contribution on your part based
on Company policy.



 


		b.	The Company’s Stock Option Plan. In addition to the initial award described above, you may be eligible for additional
awards in recognition of your service.



 





	 
	www.CanPrevent.com




 




     


     


    

 


		c.	Ten paid holidays, (New Year’s Day, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving-2 days,
Christmas-2 days, and one “floating holiday” defined per company policy.



 


		d.	Paid time off (PTO) is accrued throughout the duration of employment, including ten paid vacation days.



 


		e.	Reimbursement of business expenses in accordance with Company policy in effect at the time.



 


		3.	Duties and Responsibilities



 


The Chief Executive Officer is classified as a regular
full-time exempt position. Your duties and responsibilities include overseeing all operations of the company, developing and implementing
company strategic goals and objectives, managing company strategy to bring our drug through FDA approval to market, overseeing
all drug development management activities, managing all regulatory filings, managing all fund raising activities, managing the
company’s financial and physical resources.


 


		4.	Start Date



 


It is recognized that your duties will begin on January
24, 2011.


 


As a condition to your accepting employment, you
must sign and deliver to the Company its standard Employee Intellectual Property, Confidentiality and Non-Compete Agreement before
your start date.


 


This letter is not to be considered a contract guaranteeing
employment for any specific duration; although both parties have the intention of establishing an employment contract that will
revise your compensation, benefits and other terms commensurate with industry standards for your position. As an at-will employee,
both you and the Company have the right to terminate your employment at any time.


 


This offer for employment is in effect for ten days.
If not accepted by the end of that ten-day period, the offer for employment will be deemed withdrawn.


 


We are looking forward to your joining Cancer Prevention
Pharmaceuticals.


 


Sincerely,


 


	 	/s/ Eugene Gerner	 	 
	 	Eugene Gerner	 	Agreed to and Accepted by:
	 	CSO	 	 	 
	 	 	 	/s/ Jeffrey Jacob
	 	 	 	 	 
	 	 	 	Date	1/20/2011


 





	 
	www.CanPrevent.com